BEFORE THE HEARING BOARD
OF THE
ILLINOIS ATTORNEY REGISTRATION
AND
DISCIPLINARY COMMISSION

In the Matter of:

CARYN H. NADENBUSH,

Attorney-Respondent,

No. 6243557.

Commission No. 2011PR00077

REPORT AND RECOMMENDATION OF THE HEARING BOARD

INTRODUCTION

The hearing in this matter was held on December 15, 2011, at
the offices of the Attorney Registration and Disciplinary Commission,
Springfield, Illinois before a Hearing Board Panel consisting of Leo H. Konzen,
Chair, Randall B. Rosenbaum and Albert O. Eck, Jr. The Administrator was
represented by Denise Church. The Respondent appeared and was represented by
Donald E. Groshong.

THE PLEADINGS

On July 6, 2011, the Administrator filed a one-count
Complaint against the Respondent. An Amended Complaint, containing two counts,
was filed on October 25, 2011. Count I of the Amended Complaint alleged that, at
various times in the years 2009 and 2010, the Respondent engaged in e-mail
communications with Jennifer Teague, an arbitrator with the Illinois Workers'
Compensation Commission, without providing a copy of such e-mails to opposing
counsel. The e-mails pertained to worker's compensation cases pending before
Teague, in which the Respondent was representing the employers.

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As to the ex parte e-mails the Respondent exchanged
with Arbitrator Teague in 2009, Count I of the Amended Complaint charged that
the Respondent engaged in the following misconduct: (a) in an adversary
proceeding, communicated ex parte as to the merits of the cause with a
judge or an official before whom the proceeding is pending, in violation of Rule
3.5(i) of the Illinois Rules of Professional Conduct (1990); (b) engaged in
conduct that is prejudicial to the administration of justice, in violation of
Rule 8.4(a)(5) of the Illinois Rules of Professional Conduct (1990); and (c)
engaged in conduct which tends to defeat the administration of justice or to
bring the courts or the legal profession into disrepute, in violation of Supreme
Court Rule 770.

As to the ex parte e-mails the Respondent exchanged
with Arbitrator Teague in 2010, Count I of the Amended Complaint charged that
the Respondent engaged in the following misconduct: (a) communicated ex parte
with a judge or other official during a proceeding, in violation of Rule 3.5(b)
of the Illinois Rules of Professional Conduct (2010); (b) engaged in conduct
that is prejudicial to the administration of justice, in violation of Rule
8.4(d) of the Illinois Rules of Professional Conduct (2010); and (c) engaged in
conduct which tends to defeat the administration of justice or to bring the
courts or the legal profession into disrepute, in violation of Supreme Court
Rule 770.

Count II of the Amended Complaint alleged that the Respondent
knowingly made a false statement during her sworn statement to the ARDC on April
14, 2011, and in a letter she sent to the ARDC on June 4, 2011. Based upon the
forgoing, Court II charged that the Respondent engaged in the following
misconduct: (a) knowingly made a false statement of material fact in connection
with a lawyer disciplinary matter, in violation of Rule 8.1(a)(1) of the
Illinois Rules of Professional Conduct (2010); (b) engaged in dishonesty, fraud,
deceit or misrepresentation, in violation of Rule 8.4(c) of the Illinois Rules
of Professional Conduct (2010); (c) engaged in

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conduct that is prejudicial to the administration of justice,
in violation of Rule 8.4(d) of the Illinois Rules of Professional Conduct
(2010); and (d) engaged in conduct which tends to defeat the administration of
justice or to bring the courts or the legal profession into disrepute, in
violation of Supreme Court Rule 770.

The Respondent filed an Answer to the Amended Compliant in
which she admitted some of the factual allegations, denied others, and denied
all of the charges of misconduct.

THE EVIDENCE

The Administrator presented the testimony of Fritz Levenhagen
and Lindsay Rakers. The Administrator's Exhibits 1 through 12 were admitted into
evidence. (Tr. 7). The Respondent testified in her own behalf and presented the
testimony of Darren Keith Short and Terrence O'Leary. Respondent's Exhibits 1
through 7 were admitted into evidence. (Tr. 8, 54, 86).

Fritz Levenhagen

Mr. Levenhagen testified that he has been licensed to
practice of law in Illinois since 1986, and that 80 to 90% of his practice
consists of workers' compensation cases. (Tr. 20).

He represented Deanna Croghan in a workers' compensation case
filed in 2008. The Respondent, who was then with the law firm of Hennessey and
Roach, represented Walgreens, the employer, in that case. Croghan had a
repetitive trauma claim, specifically a condition called thoracic outlet
compression syndrome. He described the foregoing syndrome as a "very rare
condition." He has handled hundreds of repetitive trauma cases, but only about
eight thoracic outlet compression syndrome cases. Walgreens denied liability.
Walgreen's claimed that Croghan's condition was the result of a car accident in
2003, which occurred five years before her work injury. Croghan's case is still
pending. (Tr. 24-25, 27-28, 32-33, 46, 57).

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Croghan's case was assigned to Arbitrator Jennifer Teague by
2009, and she was still the arbitrator for the case in May 2010. Levenhagen said
that he and the Respondent had appeared before Teague on the case many times,
but they did not discuss the facts or the issues with Teague. He also said that
in May 2010, it was not an older case, and Teague had made no effort to mediate
the case. (Tr. 55-59)

On May 12, 2010, Levenhagen took the deposition of a medical
expert, Dr. Thompson. The Respondent was present at the deposition, which
commenced at 2 p. m. (Tr. 31-32, 50).

In February 2011, Levenhagen learned from a newspaper article
that an attorney had sent Teague an e-mail on May 12, 2010, asking what a
thoracic outlet syndrome case was worth. He subsequently obtained a copy of
e-mails exchanged between the Respondent and Teague on May 12, 2010. (Tr.
34-35). In the first e-mail from the Respondent to Teague on that date, she
asked "What do you think bilateral thoracic outlet syndrome is worth." The
foregoing e-mail was sent at 1:12 p.m., less than an hour before the deposition
of Dr. Thompson commenced. At 1:16 p. m., Teague replied "40 to 50 MAW [man as
whole]??? Let me do a little checking?.. give me 10." Respondent replied to
Teague "No hurry. She had full duty release, no problems and is actually better
than before (the problem seems to have started following an auto accident)." The
next e-mail from Teague to the Respondent was sent on the following day, May 13,
2010, and stated "I did some research in my old decisions. It seems I have
written them anywhere from 20 MAW up to 45 MAW. Was there surgery?" The
Respondent replied to Teague, "Yes surgery." Levenhagen voiced the
opinion that the foregoing e-mail exchange was about Croghan's case. (Tr. 29-33,
36-37, 47-51; Adm. Ex. 5 at 3).

Levenhagen discussed the importance of some of the things
mentioned in the e-mails from the Respondent to Teague on May 12, 2010. As to
the prior "auto accident," he said "if the

PAGE 5:

arbitrator believes that the condition was caused by the
accident, my client [Croghan] loses her cases and gets zero." He also said that
a "full duty release" is significant because "someone that has restrictions is
probably entitled to more compensation than someone that has a full duty
release." (Tr. 31-32).

Levenhagen said his reaction to the above e-mails was that it
was "inappropriate and wrong for Ms. Nadenbush to contact arbitrator Teague
directly about Ms. Croghan's case without my knowledge and inject her primary
defense in the case in front of the arbitrator without me knowing it." (Tr. 35).
He filed a report about this matter with the ARDC in May 2011. (Tr. 35-36).

Lindsay Rakers

Ms. Rakers testified that she has been a licensed attorney in
Illinois sine 2002. She is also licensed in Missouri. In 2009, she represented
Duane Pound in a workers' compensation case. At that time, she had been handling
workers' compensation cases for less than year. The Respondent represented
Pound's employer, Henderson Trucking. Jennifer Teague was the arbitrator
assigned to that case. Pound was a truck driver who claimed injuries to his neck
and back. Teague presided at a 19(b) hearing and granted temporary awards to
Pound. Teague's decision in that regard (Resp. Ex. 7) had a typed date of March
10, 2010 and a stamped date of March 17, 2010. (Tr. 63-65, 77, 84-85, 89,
92-97). The case was ultimately settled in May 2010, and Teague approved the
settlement agreement on July 1, 2010. (Tr. 81-83, 89; Resp. Ex. 2 at 15).

On January 29, 2010, Rakers sent an e-mail to the Respondent,
pointing out that a "Dr. Chabot references Dr. Guatam Jha," when it apparently
should have been a "Dr. Cruz." Rakers said she would object to the reference.
The Respondent forwarded Rakers' e-mail to Teague and

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said "She is really starting to annoy me. Either let the
report in or don't, but don't tell me I can admit it and then nitpick every line
to find things to object to." Teague replied by e-mail to the Respondent, saying
"all you have to do is object to going forward because you need a dep. That will
cook her goose and she'll fall apart. She is annoying and a bad lawyer, I think.
Not 100% on that, just a feeling." (Tr. 72-73; Adm. Ex. 7 at 3).

On February 8, 2010, Rakers sent an e-mail to the Respondent
asking what amount of medical has been paid for Pound's back claim. The
Respondent forwarded Rakers' e-mail to Teague, and made the comment "Make it
stop." Teague replied "OMG- I assume you are trying to settle." The Respondent
then replied to Teague "I haven't offered her anything yet. She wants medical
which we are disputing." (Tr. 73; Adm. Ex. 7 at 5).

On February 17, 2010, Rakers sent a question to the
Respondent. The Respondent forwarded Rakers' e-mail to Teague, and made the
comment "Why does this have to be so painful?" (Tr. 74; Adm. Ex. 7 at 9).

On March 10, 2010, Teague sent an ex parte e-mail to
the Respondent, stating that "Her [Rakers'] f'n exhibits- I can't figure out
where the god damn records are and I am pissed!" The Respondent replied to
Teague "Tell me about it!!! That was cluster trying to go through those and cite
stuff." Teague relied to the Respondent "Oh yes, I know . . . that's why I was
pitching a fit at the arbitration. She basically put in the records twice."
(Adm. Exs. 8-1). Rakers testified that she had previously asked Teague about
records, and thought that Teague had indicated she liked them loose. (Tr. 74-75,
79-80).

On March 31, 2010, Rakers sent an e-mail to the Respondent
stating "I have authority to demand 30% MAW [man as whole]. Let me know." The
Respondent forwarded Rakers' e-mail to Teague and stated "She's kidding right?"
Teague replied "??." The Respondent then sent

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another e-mail to Teague and sated "I mean, it's a back
sprain." Teague replied "minus like 25." Finally, the Respondent told Teague
"That's what I was thinking." (Tr. 66-69, 87-89; Adm. Ex. 4 at 5).

Rakers testified that she did not give permission for the
Respondent to forward Rakers' e-mails to Teague, and that she learned of the
exchange of the above e-mails between the Respondent and Teague after the
Pound case had settled. She was surprised by the e-mails. She talked with
her "boss" at the law firm where she works and with an attorney at the ARDC
about what her obligations were, in light of the e-mails. (Tr. 66-67, 69-71, 73,
76).

Darren Keith Short

Mr. Short testified that he is an attorney and has been
handling workers' compensation cases for 20 years. In the workers' compensation
case of Blakemore v. Walgreens, he represented Blakemore and the
Respondent represented Walgreens. The arbitrator in that case was Jennifer
Teague. (Tr. 170-72, 177).

On May 27, 2009, the Respondent sent an e-mail to Teague
without sending a copy to Short. In her e-mail, the Respondent said "Keith
Short refuses to discuss settlement with me and is pushing to finish the
trial on 6/3. I don't have a problem with that, but can we get scheduled
first." She further stated in the e-mail "I think I told you he demanded
$50K, for full and final before lunch last trial day, then wouldn't accept
it after lunch. Then he upped his demand to $80K, but said he hadn't talked
to his client yet. WTF??." Teague replied in an e-mail to the Respondent,
without a copy to Short, that "he's clearly jerking you around. You can go
first on Wednesday, no problem." (Tr. 174-75; Resp. Ex. 1 at 1; Adm. Ex. 2
at 2).

Short said that he concurred in advance for the Respondent to
contact Teague concerning scheduling, and was not offended that he did not
receive a copy of the Respondent's e-mail to

PAGE 8:

Teague. He also said he already knew everything that was
mentioned in the e-mail. He acknowledged Teague was not previously aware that he
increased his demand from $50,000 to $80,000. He further stated that he was not
offended by Teague's reply to the Respondent. (Tr. 175-76, 182-84).

The Blakemore case was settled after one day of trial
for the amount of $44,900. Short said that the above e-mails between the
Respondent and Teague had nothing to do with how the case was resolved. (Tr.
177-79, 183).

Terrence O'Leary

Mr. O'Leary testified that he has been a licensed attorney in
Illinois since 1972. He has known the Respondent since she was a child. (Tr.
186-87). He said the Respondent's reputation for truth and veracity is above
reproach. (Tr. 186-87).

The Respondent

The Respondent testified that she graduated from law school
in 1997 and was licensed to practice law in Illinois in November of the same
year. She is also licensed in Missouri. She worked at the Illinois Environmental
Protection Agency, the Illinois Attorney General's Office, and at a plaintiff's
law firm in Granite City. She began working at the law firm of Hennessey and
Roach in 2004, and became a partner. She was discharged by Hennessey and Roach
in February 2011. She is divorced and has an eleven year old son. (Tr. 100-104).

The Respondent met Jennifer Teague in law school, and they
became good friends. Teague became an arbitrator for the Workers' Compensation
Commission. The Respondent represented employers in cases assigned to Teague.
The Respondent and Teague occasionally went to lunch together following docket
calls. They also frequently communicated in e-mails. (Tr. 111-13; Adm. Ex. 1).

PAGE 9:

In February 2011, Teague informed the Respondent that a
newspaper had obtained Teague's e-mails with the Respondent and other friends
who were attorneys. The newspaper was going to publish an article about those
e-mails. The Respondent immediately discussed the matter with a managing partner
at her law firm. Later the same day, she had a telephone conversation about the
e-mails with three managing partners. By that time, the managing partners had
obtained the e-mails. On the following day, February 11, 2011, the Respondent
was terminated from the law firm because of her e-mails with Teague. She said
she has not been employed since than, and began receiving unemployment
compensation about two months before this disciplinary hearing. Her loss of
employment has been a financial hardship. (Tr. 103-108).

The Respondent described the workers' compensation
proceedings in southern Illinois as informal. She said arbitrators act as an
intermediary and a mediator in certain instances. When a case is tried, the
arbitrator adjudicates the matter. Also, an arbitrator approves settlements.(Tr.
108-10).

The Blakemore v. Walgreens Matter

In May 2009, the case of Blakemore v. Walgreens was
pending before Arbitrator Teague. The Respondent represented Walgreens, the
employer, and attorney Keith Short represented Blakemore. After the case had
been partially tried before Teague, the Respondent and Short discussed a
possible settlement. It was not resolved on the day of the partial trial because
the Respondent was unable to obtain settlement authority from her client. The
Respondent and Short had a telephone conversation during which Short "was mad"
because the Respondent "still did not have settlement authority," and he said
"let's do trial." (Tr. 114-16).

PAGE 10:

Soon after the above telephone conversation the Respondent
sent an e-mail to Teague on the morning of May 27, 2009, without sending a copy
to Short. In her e-mail, the Respondent said:

Keith Short refuses to discuss settlement with me and is
pushing to finish the trial on 6/3. I don't have a problem with that, but can we
get scheduled first? I have all those witnesses and I don't want to have to ask
them to sit around all day again after they've already done it once. And I am
not sure what Keith wants at this point. I think I told you he demanded $50K,
for full and final before lunch last trial day, then wouldn't accept it after
lunch. Then he upped his demand to $80K, but said he hadn't talked to his client
yet. WTF??

Teague sent a responding e-mail, without sending a copy to
Short, saying, in part, "He's clearly jerking you around. You can go first on
Wednesday, no problem." (Tr. 114; Resp. Ex. 1 at 1).

The Respondent explained that Short was aware she was going
to contact Teague to schedule the rest of the trial. She also said that Teague
was already aware of everything that was stated in her e-mail. (Tr. 115-16,
120-21).

The case was settled, for $44,500 before the trial was
resumed. The Respondent said it was not unusual for a claimant to demand a large
amount, knowing that it would be compromised later. Teague approved the
settlement on June 3, 2009. (Tr. 118-19; Resp. Ex. 1 at 3-4).

The Pound v. Henderson Trucking Matter

The Pound v. Henderson Trucking case was pending
before Arbitrator Teague during January 2010 to mid-May 2010. Attorney Lindsay
Rakers represented Pound, and the Respondent represented the employer. The case
settled in May 2010. The Respondent described Rakers as a younger attorney who
had less experience in workers' compensation cases than the Respondent. The
Respondent said that Rakers frequently contacted her with various questions, and
it got to the point that the Respondent became very frustrated with Rakers. Out
of her

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frustration, the Respondent exchanged e-mails with Teague
about Rakers, without sending Rakers a copy of such e-mails. (Tr. 122-23, 125,
136-37; Resp. Ex. 2 at 15).

On January 29, 2010, Rakers sent an e-mail to the Respondent,
pointing out that a "Dr. Chabot references Dr. Guatam Jha," when it apparently
should have been a "Dr. Cruz." Rakers said she would object to the reference.
The Respondent forwarded Rakers' e-mail to Teague and said "She is really
starting to annoy me. Either let the report in or don't, but don't tell me I can
admit it and then nitpick every line to find things to object to." Teague
replied by e-mail to the Respondent, saying "all you have to do is object to
going forward because you need a dep. That will cook her goose and she'll fall
apart. She is annoying and a bad lawyer, I think. Not 100% on that, just a
feeling." (Tr. 124-25; Resp. Ex. 2 at 2). The Respondent said that the foregoing
e-mails did not talk about the merits of the case. (Tr. 126).

On February 8, 2010, Rakers sent an e-mail to the Respondent
asking what amount of medical has been paid for Pound's back claim. The
Respondent forwarded Rakers' e-mail to Teague, and made the comment "Make it
stop." Teague replied "OMG- I assume you are trying to settle." The Respondent
then replied to Teague "I haven't offered her anything yet. She wants medical
which we are disputing." (Tr. 127-29; Resp. Ex. 2 at 7).

On February 17, 2010, Rakers sent an e-mail to the
Respondent, asking her opinion about Teague meant by having noted that claimant
had the right to depose a certain person. The Respondent forwarded Rakers'
e-mail to Teague, and made the comment "Why does this have to be so painful?"
(Resp. Ex. 2 at 9, 13-31).

On March 10, 2010, Teague sent an e-mail to the Respondent,
without sending a copy to Rakers, stating that "Her [Rakers'] f'n exhibits- I
can't figure out where the god damn records are and I am pissed!" The Respondent
replied to Teague "Tell me about it!!! That was cluster

PAGE 12:

trying to go through those and cite stuff." The Respondent
said that Teague was venting frustration with the exhibits. (Tr. 132; Resp. Ex.
2 at 10).

On March 31, 2010, Rakers sent an e-mail to the Respondent
stating "I have authority to demand 30% MAW [man as whole]. Let me know." The
Respondent forwarded Rakers' e-mail to Teague and stated "She's kidding right?"
Teague replied "??." The Respondent then sent another e-mail to Teague and
stated "I mean, it's a back sprain." Teague replied "minus like 25." The
Respondent then told Teague "That's what I was thinking." (Tr. 132-33; Resp. Ex.
2 at 14).

The Respondent pointed out that there had been a 19(b)
hearing, for temporary benefits, before Teague. That hearing was held on
February 4, 2010, and Teague signed a decision for that matter on March 10,
2010. (Resp. Ex. 7). Thus, according to the Respondent, Teague, was aware of the
claims in the Pound case and had found that Pound's' compensable injury was a
sprained back. (Tr. 133-36). The Pound case was settled in May 2010. (Tr.
136-37, 139-40; Resp. Ex. 2 at 15).

The Croghan v. Walgreens Matter

The worker's compensation case of Croghan v. Walgreens
was filed in 2008, and is still pending. The Respondent represented Walgreens,
and attorney Fritz Levenhagen represented the claimant. In 2010, the case was
before Arbitrator Teague. (Tr. 143-44, 146, 149-59, 194).

Croghan's claimed injury was thoracic outlet syndrome, which
is a repetitive type injury. The Respondent said it is not as common an injury
as a sprained back or carpel tunnel syndrome. (Tr. 144, 147). Walgreens disputed
the claim on the ground that Croghan's injury was the result of an automobile
accident. (Tr. 146, 194, 199-200). The Respondent acknowledged that, from 2008
through May 2010, there had not been any conversation about the case in front of
Teague,

PAGE 13:

except to continue the case. (Tr. 146, 157). Levenhagen
scheduled the deposition of an expert witness, Dr. Thompson, at 2:00 p.m. on May
12, 2010. The Respondent attended the deposition. (Tr. 146-47).

At 1:12 p.m. on May 12, 2010, the Respondent sent an e-mail
to Teague. The subject listed at the top of the e-mail was "question." In the
e-mail, the Respondent asked "What do you think bilateral thoracic syndrome is
worth." At 1:16 p. m., Teague replied "40 to 50 MAW [man as whole]??? Let me do
a little checking?.. give me 10." Respondent sent another e-mail to Teague at
1:19 p.m., saying "No hurry. She had full duty release, no problems and is
actually better than before (the problem seems to have started following an auto
accident)." The next e-mail from Teague to the Respondent was sent at 8:49 a.m.
on the following day, May 13, 2010. Teague's e-mail stated "I did some research
in my old decisions. It seems I have written them anywhere from 20 MAW up to 45
MAW. Was there surgery?" The Respondent replied to Teague, "Yes surgery."
Finally, Teague replied "I think 20/25 would probably be on par." (Tr. 148-49,
155-56; Resp. Ex. 3 at 1-2).

The Respondent acknowledged that, at the time she sent the
above e-mail to Teague on May 12, 2010, she had the file in the Croghan
case on her desk. (Tr. 154, 194). The Respondent maintained, however, that the
question she asked Teague, as to what a bilateral thoracic syndrome is worth,
was not related specifically to the Croghan case. She explained that "the
best I can put together is that I was using the Croghan case to provide
[Teague] with an example in order . . . to get an accurate range of value." (Tr.
154, 193, 195).

The Respondent acknowledged that some of the facts she
relayed in her e-mail to Teague in May 2010 were actual facts in the Croghan
case. Such facts included the employer's position

PAGE 14:

that the injury followed "an auto accident;" there was a
"full duty release, and there was "surgery." (Tr. 196-97, 199-200).

The Respondent gave a sworn statement to the ARDC on April
14, 2011 (Adm. Ex. 10), in which she stated that the her e-mail to Teague on May
12, 2010, was a general question and was not pertaining to a case she had in
front of Teague. She testified that she did not make a connection between the
above e-mail and the Croghan case when she gave her sworn statement.
Thus, she said she believed she was truthful in her sworn statement. (Tr.
149-52, 197-98).

On June 4, 2011, the Respondent sent a letter to the ARDC
(Adm. Ex. 11), in which she stated "as you know from prior review of my emails,
this [Croghan] case was not the subject of any of the email correspondence
between me and Ms. Teague." She said she believed the foregoing statement to be
true at the time she made it. (Tr. 152). She explained "my intention by making
that statement [in the letter] was that there was never an email sent saying,
hey, this is about Deanna Croghan and here's what's going on, can you tell me
what do you think this injury is worth." She acknowledged that her letter to the
ARDC "could have been worded better." (Tr. 154-55). The Respondent further
stated that she still does not believe her e-mails to Teague on May 12, 2010,
specifically related to the Croghan case, but rather she was asking Teague a
general question as the subject line of the e-mails stated. (Tr. 154).

By October 2011, when the Respondent gave a deposition in her
disciplinary case, "it was clear that these e-mails, Respondent's Group Exhibit
3, could be taken as relating to Croghan." (Tr. 155).

Case No. 36 (Fisk case)

The Respondent testified that she represented the employer in
the Fisk case, which was case number 36 on the Mt. Vernon docket of
Arbitrator Teague. The claimant was represented

PAGE 15:

by attorney Mark Hassakis. Mr. Hassakis' wife, Janet, worked
in his law office. On October 28, 2010, at 9:27 a.m., Janet Hassakis sent an
e-mail to the Respondent, with a copy to Teague, saying, in part, that "our goal
would be to resolve the cases by year's end." The Respondent then sent an e-mail
to Teague at 9:29 a.m., without sending a copy to Janet or Mark Hassakis. In her
e-mail, the Respondent stated "That won't happen. It's already November. I have
no records and no settlement demand. Not to mention, I've been waiting three
months for a responses to an offer I made on another case. Think early spring."
A few minutes later, at 9:31 a.m., Teague replied to the Respondent, without
sending a copy to Janet or Mark Hassakis. Teague said in her e-mail "I think I
will force a trial before early spring." (Tr. 161-63, 200; Res. Ex. 4 at 2).

The Respondent described the above exchange of e-mails with
Teague as being "about scheduling." (Tr. 160).

The Respondent and Mark Hassakis were also opposing counsel,
in a case before Teague in May 2009. On May 27, 2009, the Respondent sent an
e-mail to Teague, in which she described Mark Hassakis as "an ass." Teague
replied to the Respondent "yes, Mark is an ass." Hassakis was not sent a copy of
either e-mail. (Tr. 201; Adm. Ex. 9 at 1-2).

As to her conduct, the Respondent testified that she did not
believe, at the time, that her exchange of e-mails with Teague was improper or
in violation of any ethical rule. However, she said she would now do things
differently. (Tr. 113, 167). She also said she did not try to injure anyone or
influence the outcome of any case. (Tr. 113). Finally, she said "I feel bad that
I said those things," and she made "stupid mistakes." (Tr. 168).

FINDINGS OF FACT AND CONCLUSIONS OF LAW

In attorney disciplinary proceedings, the Administrator has
the burden of proving the charges of misconduct by clear and convincing
evidence. Supreme Court Rule 753(c)(6); In re

PAGE 16:

Winthrop, 219 Ill. 2d 526, 542, 848 N.E.2d 961 (2006).
This standard of proof requires a high level of certainty, which is greater than
a preponderance of the evidence (i.e., more probably true than not true) but not
as great as proof beyond a reasonable doubt. Bazydlo v. Volant, 164 Ill.
2d 207, 213, 647 N.E.2d 273 (1995); In re Kakac, 07 SH 86, M.R. 23785
(May 18, 2010) (Review Bd. at 9). In determining whether the burden of proof has
been satisfied, the Hearing Panel is to assess the credibility and believability
of the witnesses, weigh conflicting testimony, draw reasonable inferences from
the evidence, and make factual findings based upon all of the evidence. In re
Howard, 188 Ill. 2d 423, 435, 721 N.E.2d 1126 (1999); In re Ring, 141
Ill. 2d 128, 138-39, 565 N.E.2d 983 (1991).

Additionally, an admission in a pleading is a formal judicial
admission that is binding on the party making it, may not be contradicted, has
the effect of withdrawing the fact admitted from issue, and dispenses with the
need for any proof of that fact. Thus, when a respondent in a disciplinary
matter admits in his or her answer some or all of the facts alleged in a
complaint, it is unnecessary for the Administrator to present evidence to prove
the facts so admitted. SeeIn re Barry, 09 SH 5, M.R. 24439 (Mar.
21, 2011) (Hearing Bd. at 23); In re Hinterlong, 09 SH 46, M.R. 23811
(May 18, 2010) (Hearing Bd. at 9).

The evidence established that, in 2009 and 2010, the
Respondent was a partner in the law firm of Hennessy and Roach, and represented
employers in workers' compensation cases. Some of those cases were pending
before Jennifer Teague, an arbitrator for the Illinois Workers' Compensation
Commission. The Respondent and Teague were also good friends, socialized
together, and frequently communicated by e-mail about personal matters. (Adm.
Ex. 1). The misconduct charged in this case arises out of ex parte
e-mails exchanged between the

PAGE 17:

Respondent and Teague. Those e-mails pertained to cases
pending before Teague and in which the Respondent represented one of the
parties.

Count I

The Blakemore v. Walgreens Matter

In May 2009, the Blakemore v. Walgreens workers'
compensation case was pending before Arbitrator Teague. The Respondent
represented Walgreens, and attorney Darren Keith Short represented Blakemore.
The Respondent admitted in her Answer that the following e-mails were exchanged
between her and Teague as alleged in paragraphs 5 and 6 of the Amended
Complaint.

On May 27, 2009, after part of the trial had been completed,
the Respondent sent an ex parte e-mail to Teague, that is, without
sending a copy thereof to Short. In her e-mail, the Respondent said that Short
wanted to complete the trial on June 3d and that she had no problem with that.
The Respondent also said in her e-mail: "Keith Short refuses to discuss
settlement with me;" "I'm not sure what Keith is wanting at this point;" "I
think I told you he demanded $50K . . . then wouldn't accept it after lunch;"
"then he upped his demand to $80K, but said he hadn't talked to his client yet.
WTF??" Teague responded in an ex parte e-mail, and said" "I think we
should just finish the trial and you say F him," and "he's clearly jerking you
around." (Amended Complaint, pars. 5 and 6).

Mr. Short testified he had agreed in advance that the
Respondent could contact Teague about scheduling. He also said that, prior to
the above e-mail, Teague was not aware of Short's demand for $80,000.

Rule 3.5(i) of the 1990 Illinois Rules of Professional
Conduct, which was in effect in 2009, prohibited an attorney, in an adversary
proceeding, from communicating "as to the merits

PAGE 18:

of the cause with a judge or an official before whom the
proceeding is pending." It is clear to us that, at the time the above e-mails
were exchanged on May 27, 2009, there was an adversary workers' compensation
proceeding pending and that Arbitrator Teague was "an official before whom the
proceeding is pending." It is also clear that the Respondent's e-mail to Teague
went far beyond scheduling, but addressed opposing counsel's conduct and demand.
Her e-mail suggested, rather strongly, that the increase in opposing counsel's
demand from $50,000 to $80,000 was without a reasonable basis. Her e-mail then
ended with the cryptic comment "WTF??" Certainly the merits of a workers'
compensation case include the amount of the award. The Respondent's criticism to
the arbitrator about opposing counsel's demand, without his knowledge, went to
the merits of the case. Thus, the Respondent violated Rule 3.5(i).

We also find that the above exchange of ex parte
e-mails between the Respondent and Teague was prejudicial to the administration
of justice. In her e-mail to Teague, the Respondent complained about her
opposing counsel and portrayed him in a negative light. For example, the
Respondent said Mr. Short refused to discuss settlement; he made a demand of
$50,000, but then would not accept that amount; and he "upped his demand"
without even talking with his client. Then, she concluded her e-mail with "WTF."
In reply, Teague offered the Respondent advice about how to proceed, "finish the
trial" and "say F him." Teague also made the negative comment about Mr. Short
that "he's clearly jerking you around."

When an arbitrator and the attorney for one party make
negative or otherwise disparaging remarks about the attorney for the other
party, a serious question is presented as to the neutrality of the arbitrator
and the overall fairness of the workers' compensation proceeding before that
arbitrator. The Supreme Court has held that the administration of justice "means
a fair and impartial tribunal," and anything that "compromises the fairness and
impartiality of the tribunal .

PAGE 19:

. . prejudices the administration of justice." In re
Weinstein, 131 Ill. 2d 261, 269, 545 N.E.2d 725 (1989). The Court has also
stated that "the administration of justice requires a tribunal that is impartial
in appearance, as well as in fact." In re Lane, 127 Ill. 2d 90, 106, 535
N.E.2d 725 (1989). Because of the above e-mails, the proceedings before
Arbitrator Teague were not "impartial in appearance."

The case of In re O'Sullivan, 2011PR00078, M.R. 24972
(Jan. 13, 2012), also involved an exchange of ex parte e-mails between an
attorney for one party in a workers' compensation case and Arbitrator Teague.
O'Sullivan, a friend of Teague, first informed Teague that the Illinois Attorney
General, counsel for the opposing party, was "contesting compensability," and
Teague replied "seriously????????." The attorney then replied "I think so too,"
and explained what she thought the "defense appears to be." The attorney engaged
in conduct prejudicial to the administration of justice based upon the e-mails.
(Petition to Impose Discipline on Consent at 3).

The Respondent testified that she did not intend to influence
the outcome of any workers' compensation case, and argued there was no proof
that any case was adversely affected by her conduct. As stated above, the
administration of justice requires the appearance of impartiality and fairness,
as well as the fact thereof. In In re Powell, 126 Ill. 2d 15, 533 N.E.2d
831 (1989), the respondent assisted a judge in obtaining a loan by having a
client post the collateral for the loan. The respondent appeared before the
judge on a motion for the disbursement of funds, which was granted. The case was
later settled. The respondent contended that his conduct was not prejudicial to
the administration of justice because "his client deserved to win on the merits"
of the foregoing motion. The Supreme Court rejected the respondent's argument,
stating:

We refuse to read this phrase so narrowly. The
administration of justice requires a fair and impartial tribunal. When a
party or his attorney performs favors for a

PAGE 20:

judge before whom the attorney or his client is likely to
appear, the fairness and impartiality of the tribunal is compromised and the
administration of justice is prejudiced."

Powell, 126 Ill. 2d 126 Ill. 2d at 27.

In In re Alexander, 146 Ill. 2d 83, 585 N.E.2d 70
(1991), the respondent made a loan to a judge, a long-time friend. While the
loan was outstanding, the judge appointed the respondent guardian ad litem
in a case. The respondent was found to have engaged in conduct prejudicial to
the administration of justice even though there was "no evidence anyone was
prejudiced by [respondent's] conduct." The Court stated that "it is the
appearance of impropriety and the fact that the integrity of the judiciary is
impugned as a result of respondent's conduct which gives rise to a violation,"
and "the fact no one was prejudiced is not dispositive." Alexander, 146
Ill. 2d at 94-95.

In In re Cutright, 05 SH 106, the respondent prepared
tax returns for a judge, without charging the judge for such work. When
appearing before the judge, the respondent did not disclose the foregoing work
to opposing counsel or litigants. There was no showing that any ruling by the
judge was based on his relationship with the respondent. Nevertheless, the
Hearing Board stated that the "appearance of impropriety is blatant in such a
situation," and found that the respondent's conduct was prejudicial to the
administration of justice. (Hearing Bd. at 35). The Hearing Board's findings
were affirmed by the Review Board (Review Bd. at 5) and the Supreme Court In
re Cutright, 233 Ill. 2d, 474, 481-83, 910 N.E.2d 581 (2009).

We also note the case of, In re Greanias, 01 SH 117,
M.R. 19079 (Jan. 20, 2004), in which the respondent filed frivolous lawsuits
against Commissioners of the Industrial Commission and attorneys appearing
before them. There was no reasonable factual or evidentiary basis for the
allegations in the lawsuits. By filing the lawsuits, the respondent engaged in
conduct prejudicial to the administration of justice. The Hearing Board pointed
out

PAGE 21:

that "[b]y publicly charging fraud and corruption by the
Commissioners of the Industrial Commission and attorneys who practice before
that Commission, the Respondent acted to destroy public confidence in the
Industrial Commission, the legal profession, and the administration of justice."
Greanias, 01 SH 117 (Hearing Bd. at 44-45, 57, 65-66). The Supreme Court
approved the Hearing Board Report.

Consequently, the Respondent's ex parte communications
with Arbitrator Teague impugned the fairness, impartiality, and integrity of
workers' compensation proceedings before Teague, and acted to destroy public
confidence therein. As a result, the administration of justice was clearly
prejudiced.

The Pound v. Henderson Trucking Matter

Pound v. Henderson Trucking was a workers' compensation
case pending before Teague from January to June 2010. The Respondent represented
Henderson Trucking, and attorney Lindsay Rakers represented Pounds. The
Respondent admitted in her Answer that the following e-mails were exchanged
between her and Teague as alleged in paragraphs 7, 8, and 15 through 19 of the
Amended Complaint.

On January 29, 2010, Rakers sent an e-mail to the Respondent,
pointing out a mistake in a deposition and indicating she would object to the
mistaken reference. Without Rakers' knowledge or consent, the Respondent
forwarded Rakers' e-mail to Teague and said "She is really starting to annoy me.
Either let the report in or don't, but don't tell me I can admit it and then
nitpick every line to find things to object to." Teague replied "all you have to
do is object to going forward because you need a dep. That will cook her goose
and she'll fall apart. She is annoying and a bad lawyer, I think."

PAGE 22:

On February 8, 2010, Rakers sent an e-mail to the Respondent
asking about the amount of medical that had been paid for Pound's back claim.
Without Rakers' knowledge or consent, the Respondent forwarded Rakers' e-mail to
Teague, and made the comment "Make it stop." Teague replied "OMG- I assume you
are trying to settle."

On February 17, 2010, Rakers sent another question to the
Respondent. Without Rakers' knowledge or consent, the Respondent forwarded
Rakers' e-mail to Teague, and made the comment "Why does this have to be so
painful?"

On March 10, 2010, Teague sent an ex parte e-mail to
the Respondent, complaining about Rakers' "f'n exhibits- I can't figure out
where the god damn records are and I am pissed!" The Respondent replied to
Teague "Tell me about it!!! That was cluster trying to go through those and cite
stuff." Teague relied to the Respondent "Oh yes, I know . . . that's why I was
pitching a fit at the arbitration. She basically put in the records twice."

On March 31, 2010, Rakers sent an e-mail to the Respondent
stating "I have authority to demand 30% MAW [man as whole]. Let me know."
Without Rakers' knowledge or consent, the Respondent forwarded Rakers' e-mail to
Teague, and stated "She's kidding right?" Teague replied "??." The Respondent
then sent another ex parte e-mail to Teague, stating "I mean, it's a back
sprain." Teague replied "minus like 25." Finally, the Respondent told Teague
"That's what I was thinking."

Rule 3.5(b) of the Illinois Rules of Professional Conduct,
which became effective on January 1, 2010, prohibits an attorney from
communicating ex parte "during the proceeding" with the judge "or other
official" unless authorized to do so by law or court order. A Comment to the
Rule states that "[d]uring the proceeding a lawyer may not communicate ex
parte with persons serving in an official capacity in the proceeding."

PAGE 23:

It is clear to us that the above ex parte
communications were exchanged between the Respondent and Teague during a
workers' compensation proceeding, at which Teague was serving in an official
capacity as the arbitrator. The ex parte communications were not
authorized by law or court order and even discussed the potential award to be
made by Teague. Consequently, the Respondent clearly violated Rule 3.5(b).

We also find that the Respondent engaged in conduct that was
prejudicial to the administration of justice. As discussed above in the
Blakemore v. Walgreens matter, when an arbitrator and the attorney for one
party communicate ex parte and make negative or otherwise disparaging
remarks about the attorney for the other party or discuss the merits of the
case, there is a serious question about the neutrality of the arbitrator and the
overall fairness of the worker's compensation proceedings before that
arbitrator. The administration of justice "means a fair and impartial tribunal"
and "requires a tribunal that is impartial in appearance, as well as in fact."
Weinstein, 131 Ill. 2d at 269; Lane, 127 Ill. 2d at 106.

In the above, ex parte e-mails exchanged from January
29, 2010 to March 31, 2010, in the Pound case, both the Respondent and
Teague complained about Ms. Rakers, the attorney for the other party, criticized
her conduct, made disparaging remarks about her, and discussed the possible
value of the case for Rakers' client. As a result, public confidence in the
fairness, impartiality, and integrity of workers' compensation proceedings
before Teague was compromised, and, the administration of justice was clearly
prejudiced. SeePowell, 126 Ill. 2d at 27; Alexander, 146
Ill. 2d at 94-95; O'Sullivan, 2011PR00078(Petition to
Impose Discipline on Consent at 3).

PAGE 24:

The Croghan v. Walgreens Matter

The worker's compensation case of Croghan v. Walgreens
was filed in 2008, and is still pending. The Respondent represented Walgreens,
and attorney Fritz Levenhagen represented the claimant. The case was before
Arbitrator Teague in 2010. Croghan's claim was based upon a thoracic outlet
syndrome injury. Both Levenhagen and the Respondent described thoracic outlet
syndrome as a rare injury. (Tr. 24; Adm. Ex. 10 at 1). Walgreens disputed the
claim on the ground that Croghan's injury was the result of an automobile
accident. From the time the case was filed, through May 2010, there had been no
conversation about the case in front of Teague, except to continue it. The
Respondent admitted in her Answer that the following e-mails were exchanged
between her and Teague as alleged in paragraph 10 of the Amended Complaint.

Attorney Levenhagen scheduled a deposition of an expert
witness, Dr. Thompson, at 2:00 p.m. on May 12, 2010. The Respondent attended the
deposition. (Tr. 146-47). At 1:12 p.m. on May 12, 2010, while the file in the
Croghan case was on her desk, the Respondent sent an ex parte e-mail
to Teague, asking "what do you think bilateral thoracic syndrome is worth." At
1:16 p. m., Teague replied "40 to 50 MAW [man as whole]??? Let me do a little
checking?.. give me 10." Respondent sent another e-mail to Teague at 1:19 p.m.,
saying "No hurry. She had full duty release, no problems and is actually better
than before (the problem seems to have started following an auto accident)." The
next e-mail from Teague to the Respondent was sent at 8:49 a.m. on the following
day. Teague's e-mail stated "I did some research in my old decisions. It seems I
have written them anywhere from 20 MAW up to 45 MAW. Was there surgery?" The
Respondent replied to Teague, "Yes surgery." Finally, Teague replied "I think
20/25 would probably be on par."

PAGE 25:

The Respondent testified that "I still don't feel the
original e-mail itself, the question, what do you think this is worth, related
specifically to this [Croghan] case." The Respondent explained that
someone in her office asked her about the value of a thoracic outlet syndrome
injury, and she decided to send an e-mail to Teague and asked her. She further
explained that "the best I can put together is that I was using the Croghan
case to provide [Teague] with an example in order . . . to get an accurate range
of value." (Tr. 154, 193, 195; Resp. Ex. 5 at 20-21).

Contrary to the Respondent's testimony, the evidence clearly
and convincingly established that the above e-mails from the Respondent to
Teague on May 12 and 13, 2010, pertained specifically to the Croghan
case. When she sent the first e-mail to Teague on May 12, 2010, asking Teague
what a bilateral thoracic syndrome injury is worth, the Respondent had the file
for the Croghan case on her desk and was certainly looking at it, in
light of the fact that a deposition in that case was to be taken within an hour.
Her contention that, at about the same time, someone in her office had asked her
about the value of a thoracic outlet syndrome injury is an unlikely coincidence.
A bilateral thoracic syndrome injury is a rare injury, but was the injury
claimed in the Croghan case. The Respondent's second e-mail to Teague on
May 12, 2010, said that "she" had a "full duty release," and that the "problem
seems to have started following an auto accident." Deana Croghan is a woman, she
had received a full duty release, and the employer, Respondent's client,
disputed the claim contending that Croghan's condition resulted from a car
accident. The Respondent's final e-mail to Teague on that date said that the
person had "surgery," which was also a fact in the Croghan case.
Furthermore, when attorney Levenhagen subsequently read the foregoing e-mails in
February 2011, he recognized them as being about the Croghan case. Thus,
we find that the Respondent was knowingly and

PAGE 26:

intentionally inquiring about the Croghan case in her
exchange of e-mails with Teague on May 12 and 13, 2010.

We find that the Respondent violated Rule 3.5(b) of the
Illinois Rules of Professional Conduct (2010), which prohibits an attorney from
communicating ex parte "during the proceeding" with the judge "or other
official" unless authorized to do so by law or court order. It is clear to us
that the above ex parte communications were unauthorized and were
exchanged between the Respondent and Teague during the Croghan workers'
compensation proceeding, at which Teague was serving in an official capacity as
the arbitrator.

We also find that the Respondent engaged in conduct that was
prejudicial to the administration of justice. The administration of justice
"means a fair and impartial tribunal" and "requires a tribunal that is impartial
in appearance, as well as in fact." Weinstein, 131 Ill. 2d at 269,
Lane, 127 Ill. 2d at 106. When an arbitrator and the attorney for one party
communicate ex parte and discuss the facts and possible value of a
pending case, there is a serious question about the neutrality of the arbitrator
and the overall fairness of the worker's compensation proceedings before that
arbitrator. We agree with attorney Levenhagen's testimony that it was
"inappropriate and wrong for Ms. Nadenbush to contact arbitrator Teague directly
about Ms. Croghan's case without my knowledge and inject her primary defense in
the case in front of the arbitrator without me knowing it."

Case No. 36 (Fisk Case)

Case number 36, the Fisk Case, was a workers'
compensation case before Arbitrator Teague in 2009 and 2010. The Respondent
represented the employer, and attorney Mark Hassakis represented the claimant.
The Respondent admitted that she and Teague exchanged the

PAGE 27:

following e-mails pertaining to attorney Hassakis, as set out
in paragraphs 11, 12 and 20 of the Amended Complaint.

On October 28, 2010, at 9:27 a.m., Janet Hassakis, the wife
and employee of Mark Hassakis, sent an e-mail to the Respondent, with a copy to
Teague, stating, in part, that "our goal would be to resolve the cases by year's
end." The Respondent then sent an ex parte e-mail to Teague at 9:29 a.m.,
that is, neither Janet nor Mark Hassakis was sent a copy. In her e-mail, the
Respondent stated "that won't happen. It's already November. I have no records
and no settlement demand. Not to mention, I've been waiting three months for a
response to an offer I made on another case. Think early spring." A few minutes
later, at 9:31 a.m., Teague replied to the Respondent by ex parte e-mail,
saying. "I think I will force a trial before early spring."

Based upon the above e-mails, we find that the Respondent
violated Rule 3.5(b) of the Illinois Rules of Professional Conduct (2010), which
prohibits an attorney from communicating ex parte "during the proceeding"
with the judge "or other official" unless authorized to do so by law or court
order. It is clear to us that the above ex parte communications were
exchanged between the Respondent and Teague during a workers' compensation
proceeding, at which Teague was serving in an official capacity as the
arbitrator, and were not authorized by law or court order.

We also find that the Respondent engaged in conduct that was
prejudicial to the administration of justice. In her e-mail to Teague, the
Respondent made disparaging comments about opposing counsel by indicating she
had not received records or a settlement demand from him, and that she had been
waiting three months for a response to an offer she made to him in another case.
As discussed above in the Blakemore v. Walgreens matter, when an
arbitrator and the attorney for one party communicate ex parte and make
negative or otherwise disparaging

PAGE 28:

remarks about the attorney for the other party, a serious
question arises about the neutrality of the arbitrator and the overall fairness
of the worker's compensation proceeding before that arbitrator. The
administration of justice "means a fair and impartial tribunal" and "requires a
tribunal that is impartial in appearance, as well as in fact." Weinstein,
131 Ill. 2d at 269; Lane, 127 Ill. 2d at 106.

On May 27, 2009, the Respondent sent an e-mail to Teague, in
which she described Mark Hassakis, as "an ass." Teague replied to the Respondent
"yes, Mark is an ass." Hassakis was not sent a copy of either e-mail. By making
disparaging comments to the arbitrator about counsel for the opposing party, the
Respondent engaged in conduct that was prejudicial to the administration of
justice.

Finally, one of the charges of misconduct in Count I is that
the Respondent engaged in conduct which tends to defeat the administration of
justice or to bring the courts or the legal profession into disrepute, in
violation of Supreme Court Rule 770. (Complaint, pars. 21c and 22c). In the
recent opinion of In re Thomas, 2012 IL 113035, par. 92, the Supreme
Court stated:

Supreme Court Rule 770 is not itself a Rule of
Professional Conduct. Rather, it is contained in article VII, part B, of our
rules, which governs "Registration and Discipline of Attorneys." Rule 770 is
titled "Types of Discipline" and provides that "[c]onduct of attorneys which
violates the Rules of Professional Conduct contained in Article VIII of
these rules or which tends to defeat the administration of justice or to
bring the courts or the legal profession into disrepute shall be grounds for
discipline by the court." Ill. S. Ct. Rule 770 (eff. Apr. 1, 2004). The rule
then lists eight levels of discipline ranging from disbarment to reprimand.
Thus, one does not "violate" Rule 770. Rather, one becomes subject to
discipline pursuant to Rule 770 upon proof of certain misconduct. We
conclude that based on his violations of Rules 5.5(a), 8.4(a)(4), and
8.4(a)(5), respondent is subject to discipline by this court pursuant to
Rule 770.

Thus, based upon the holding in Thomas, we conclude
that the Respondent did not "violate" Rule 770 as charged in the Complaint.

PAGE 29:

In summary, we find that the Administrator proved by clear
and convincing evidence that the Respondent committed the following misconduct:
(1) in an adversary proceeding, communicated ex parte as to the merits of
the cause with an official before whom the proceeding is pending, in violation
of Rule 3.5(i) of the Illinois Rules of Professional Conduct (1990), by reason
of her conduct in the Blakemore v. Walgreens matter, paragraphs 5 and 6
of the Amended Complaint; (2) communicated ex parte with an official
during a proceeding, in violation of Rule 3.5 (b) of the Rules of Professional
Conduct (2010), by reason of her conduct in the Pound v. Henderson
matter, paragraphs 7, 8, and 15 through 19 of the Amended Complaint, and in the
Croghan v. Walgreens matter, paragraphs 9 and 10 of the Amended
Complaint; (3) engaged in conduct prejudicial to the administration of justice,
in violation of Rule 8.4(a)(5) of the Rules of Professional Conduct (1990), by
reason of her conduct in the Blakemore v. Walgreens matter, paragraphs 5
and 6 of the Amended Complaint, and in the Fisk matter, paragraph 20 of
the Amended Complaint; and (4) engaged in conduct prejudicial to the
administration of justice, in violation of Rule 8.4(d) of the Rules of
Professional Conduct (2010), by reason of her conduct in the Pound v.
Henderson matter, paragraphs 7, 8, and 15 through 19 of the Amended
Complaint, and in the Croghan v. Walgreens matter, paragraphs 9 and 10 of
the Amended Complaint.

Count II

Paragraphs 23 through 25 in Count II of the Amended Complaint
allege that the Respondent knowingly answered a question falsely during her
sworn statement to the ARDC on April 14, 2011.

During her sworn statement, Administrator's counsel referred
the Respondent to an e-mail on the "Bottom of page 9," and asked "Question, this
is general?" The Respondent answered "correct." Administrator's counsel then
asked "this is not a case you have in front of

PAGE 30:

Teague?" and the Respondent replied "no." (Tr. 151; Adm. Ex.
10). The Amended Complaint alleges that the foregoing answer was knowingly false
because the e-mail shown to the Respondent pertained to the case of Croghan
v. Walgreens, which was pending before Teague. At the disciplinary hearing,
the Respondent testified that she did not make a connection between the e-mail
shown to her and the Croghan case at the time of her sworn statement.

The evidence does not show what e-mail the Respondent was
shown during her sworn statement. The 2-pages of the sworn statement that are in
evidence (Adm. Ex. 10) show that Administrator's counsel referred the Respondent
to the "bottom of page 9." However, we do not know what page 9 was being
referred to or what was on that page 9. Paragraph 23 of the Amended Complaint
refers only to a single e-mail as being shown to the Respondent at her sworn
statement, and says that e-mail is "described in Paragraphs Nine and Ten" of the
Amended Complaint. Paragraphs 9 and 10 of the Amended Complaint pertain to the
e-mails in the Croghan v. Walgreens matter, discussed in Count I, but
mention three e-mails, two sent by the Respondent and one sent by Teague on May
12, 2010.

As discussed in Count I, it is clear that the Respondent's
exchange of e-mails with Teague on May 12, and 13, 2010, when considered
together, pertain to the Croghan case. However, if only one of the
e-mails was shown to the Respondent during her sworn statement, we find it
reasonably possible that the Respondent did not recollect, on the spur of the
moment, the context in which that e-mail was sent. There were no follow-up
questions and no other related e-mails were apparently shown to her. Thus, the
evidence was insufficient to prove by clear and convincing evidence that the
Respondent knowingly gave a false answer during her sworn statement.

PAGE 31:

The Amended Complaint charges in paragraphs 26 through 29 of
Count II that the Respondent knowingly made a false statement in a letter she
sent to the ARDC on June 4, 2011.

On June 2, 2011, Administrator's counsel sent a letter the
Respondent requesting further information about the Croghan case, and
enclosed the complaint that attorney Levenhagen made against her. Levenhagen
complained that the ex parte e-mails exchanged between the Respondent and
Teague on May 12 and 13, 2010, pertained to the Croghan case and were
inappropriate. (Tr. 35-36). In her response to the ARDC, on June 4, 2011, the
Respondent said:

Mr. Levenhagen is accusing me of discussing the Deanna
Croghan case with Ms. Teague. As you know from prior review of my e-mails,
this case was not the subject of any of the e-mail correspondence between me
and Ms. Teague.

(Adm. Ex. 11)

We find that the Respondent's statement in the above letter
that the Croghan case was not the subject of any e-mails between her and
Teague was false and she knew it was false. We find it impossible to believe
that, if the Respondent had reviewed the e-mail correspondence between her and
Teague on May 12 and 13, 2010, she would not know it pertained to the Croghan
case. On the other hand, if she did not review the e-mails, following the
receipt of Levenhagen's complaint and the letter from Administrator's counsel,
then she knowingly and purposefully misrepresented to the ARDC that she had
reviewed the e-mails and had a basis for making the affirmative representation
that there was no correspondence pertaining to the Croghan case. SeeIn re Thomas, 2012 IL 113035, pars. 87-90; In re Yamaguchi, 118
Ill. 2d 417, 425-26, 515 N.E.2d 1235 (1987); In re Montalvo, 98 SH 11,
M.R. 16865 (Sept. 22, 2000) (Review Bd. at 12).

We also find that the making of a false statement to the ARDC
during an investigation is prejudicial to the administration of justice. It is
necessary for Administrator's counsel to perform additional work due to an
attorney's false representation during a disciplinary investigation.

PAGE 32:

Therefore, we find that that the Administrator proved by
clear and convincing evidence that the Respondent committed the following
misconduct charged in paragraphs 26-29, 30(a), 30 (b), and 30(c) of Count II of
the Amended Complaint: (a) knowingly made a false statement of material fact in
connection with a lawyer disciplinary matter, in violation of Rule 8.1(a)(1) of
the Illinois Rules of Professional Conduct (2010); (b) engaged in dishonesty,
fraud, deceit or misrepresentation, in violation of Rule 8.4(c); and (c) engaged
in conduct that is prejudicial to the administration of justice, in violation of
Rule 8.4(d).

We find that the charges of misconduct based upon paragraphs
23 through 25 in Count II of the Amended Complaint were not proved by clear and
convincing evidence. We also conclude, based upon the decision in, In re
Thomas, 2012 IL 113035, par. 92, discussed in Count I, that the Respondent
did not "violate" Rule 770 as charged in paragraph 30(d) of the Amended
Complaint.

RECOMMENDATION

The purpose of the attorney disciplinary system is not to
punish the attorney for his or her misconduct, but "to protect the public,
maintain the integrity of the legal profession, and protect the administration
of justice from reproach." In re Winthrop, 219 Ill. 2d 526, 559, 848
N.E.2d 961 (2006). In determining the appropriate sanction, we must consider the
nature and seriousness of the misconduct charged and proved, and any aggravating
and mitigating circumstances shown by the evidence. In re Gorecki, 208
Ill. 2d 350, 360-61, 802 N.E.2d 1194 (2003). In addition, we may consider the
deterrent value of the sanction, the "need to impress upon others the
seriousness of the misconduct at issue," and whether the sanction will "help
preserve public confidence in the legal profession." In re Twohey, 191
Ill. 2d 75, 85, 727 N.E.2d 1028 (2000); Gorecki, 208 Ill. 2d at 361.

PAGE 33:

Although each disciplinary case "is unique and must be
resolved in light of its own facts and circumstances," the sanction imposed
should be "consistent with those imposed in other cases involving comparable
misconduct." In re Howard, 188 Ill. 2d 423, 440, 721 N.E.2d 1126 (1999);
In re Chandler, 161 Ill. 2d 459, 472, 641 N.E.2d 473 (1994).

In this case the Administrator requested a sanction of
suspension for at least six months. (Tr. 221). The Respondent contended that a
suspension is not warranted. (Tr.226).

The Respondent's misconduct is serious. As proved in Count I,
she knowingly and improperly exchanged with Arbitrator Teague ex parte
e-mails that pertained to cases pending before Teague and in which the
Respondent represented one of the parties. In their ex parte e-mails,
they criticized and otherwise made other disparaging comments about the
Respondent's opposing counsels, and discussed the merits of pending cases. By
doing so, the Respondent acted to prejudice the administration of justice in
four separate workers' compensation cases. Also, as proved in Count II, the
Respondent knowingly made a false statement in a letter she sent to the ARDC.

A basic requirement for maintaining public confidence in a
legal system, including workers' compensation proceedings, is that the presiding
official, such as an arbitrator, be truly impartial and fair to all parties and
counsel. As discussed previously, the Supreme Court could not have made it more
clear or definite, when it stated "if the administration of justice means
anything, it means a fair and impartial tribunal," and anything that
"compromises the fairness and impartiality of the tribunal . . . prejudices the
administration of justice;" and that "the administration of justice requires a
tribunal that is impartial in appearance, as well as in fact." In re
Weinstein, 131 Ill. 2d 261, 269, 545 N.E.2d 725 (1989); In re Lane,
127 Ill. 2d 90, 106, 535 N.E.2d 866 (1989). An attorney has a duty to protect
the integrity of the legal system (SeeIn re

The Respondent testified that she did not believe, at the
time, that her exchange of e-mails with Teague was improper or in violation of
any ethical rule. In cases in which attorneys made loans to a judge, the Supreme
Court said that "common sense and sound judgment should have guided the
respondent in his dealings with [the judge]." Weinstein, 131 Ill. 2d at
270; In re Alexander, 146 Ill. 2d 83, 96, 585 N.E.2d 70 (1992). The
Respondent, an attorney with about 12 years of experience, failed to be guided
by "common sense and sound judgment" in her communications with Arbitrator
Teague.

There is aggravation in this case. The Respondent's
misconduct did not consist of a single incident or single lapse of sound
judgment. Rather her improper exchange of ex parte e-mails with the
arbitrator involved four different cases over a lengthy period of time, from May
2009 to October 2010. Also, the Respondent did not show she was sorry or
remorseful for her misconduct and the adverse affect it has had on the legal
profession or the Illinois Workers' Compensation Commission. In fact, we found
many of her responses to be glib in that regard. The Respondent also failed to
demonstrate that she fully understands the nature or seriousness of

PAGE 35:

her misconduct. At most, she ultimately acknowledged that
some of her comments in the e-mails were "inappropriate" and "less than
professional."

In response to an inquiry from a Panel Member, the Respondent
said "There have been multiple newspaper articles about not just this situation
but the work comp system in general. And yes I think it does cast a negative
light." She further responded "I understand . . . from where you sit as a
non-lawyer and as someone who's reading this outside the box and outside of, you
know, newspaper articles, it does look bad. I don't disagree with you. It does
look bad." (Tr. 206, 208). In In re Armentrout, 99 Ill. 2d 242, 252, 457
N.E.2d 1262 (1983), the Supreme Court stated the following in considering the
appropriate sanction.

It is clear, too, that the inevitable effect of the
widespread publicity regarding respondents' misconduct and the ensuing
criminal proceedings was to bring the legal profession into disrepute. While
the immediate and major impact is upon those directly involved, the ripples,
as with a stone cast into a pond, affect the whole.

Additionally, the Respondent was not candid in her testimony
by insisting that the question she asked Teague in the e-mail on May 12, 2010,
about what a bilateral thoracic syndrome is worth, was not related specifically
to the Croghan case. (Tr. 154, 193-95). There was clear and convincing
evidence to the contrary. In Gorecki, 208 Ill. 2d at 366, the Supreme
Court stated that "a lack of candor before the Hearing Board is a factor that
may be considered in aggravation."

There is also mitigation in this case. The Respondent has
been licensed to practice law in Illinois since 1997, and has no previous
discipline. An attorney who has known her for many years testified favorably as
to her reputation for truthfulness and veracity. Further, we found no proof that
the Respondent acted with a corrupt motive or with the intent to obtain any
favorable ruling by her ex parte e-mails with the arbitrator. SeeIn re Topper, 135 Ill. 2d 331, 349-50, 553 N.E.2d 306 (1990) ("respondent
did not act with corrupt or dishonest motive and was not

PAGE 36:

attempting to bribe [the judge] to insure a favorable ruling"
when he made a loan to the judge). We also consider in mitigation that the
Respondent was discharged from her employment at a law firm, and has "suffered
substantial financial and professional loss." In Armentrout, 99 Ill. 2d
at 256.

We considered the cases discussed below in determining the
appropriate sanction in this case.

In In re O'Sullivan, 2011PR00078, M.R. 24972 (Jan. 13,
2012), the Supreme Court allowed a Petition to Impose Discipline on Consent, and
imposed a censure. The respondent's misconduct arose out of her exchange of
ex parte e-mails with Arbitrator Jennifer Teague. The e-mails pertained to
the merits of a workers' compensation case pending before Teague, in which the
respondent represented the claimant. In the e-mails, the respondent informed
Teague that the Attorney General, who was representing the employer, was
contesting compensability. Teague replied "seriously" and "I cannot believe they
are bringing this on themselves." Respondent then replied "I think so too," and
went on to explain what the "defense appears to be." In mitigation, the
respondent was licensed to practice in Illinois in 1999 and had no prior
discipline; five character witnesses were prepared to testify as to her good
reputation for honesty and integrity; she fully cooperated; and she expressed
regret for her misconduct. (Petition to Impose Discipline on Consent at 2-4).

In In re Barringer, 2011PR00079, the Hearing Board
Report was filed on June 14, 2012. The hearing panel found that Barringer
engaged in conduct prejudicial to the administration of justice based upon her
ex parte e-mails with Arbitrator Jennifer Teague. In one matter,
Barringer made disparaging comments to Teague about a claimant acting pro se
and, in another matter, improperly communicated ex parte with Teague and
made disparaging comments about

PAGE 37:

opposing counsel. Barringer, similar to the Respondent in
this case, did not recognize or fully understand her misconduct. Also, as in the
case before us, Barringer had no prior misconduct and presented one character
witness. Barringer's misconduct did not include making any false statement, as
in the case before us. The hearing panel recommended that Barringer be censured
and be required to successfully complete the Attorney Registration and
Disciplinary Commission Professionalism Seminar within one (1) year of the entry
of the Supreme Court's final order of discipline. The Hearing Board's
recommendation is pending for final order of the Supreme Court.

In In re Stevenson, 90 CH 351 (Feb. 4, 1991), a
reprimand was imposed by the Hearing Board. While representing a party before
the Industrial Commission, the respondent had an ex parte conversation
with the commissioner assigned to the case, in regard to a continuance requested
by the respondent. Subsequently, the respondent wrote a letter, in which he said
the commissioner "is a long-time member of my workers' compensation committee at
the Illinois Manufacturer's Association and a good friend." The respondent
acknowledged that his letter implied that he was "able to influence improperly a
tribunal or public official." There was "no evidence that [respondent's] conduct
improperly influenced the Commission's decision in the workers' compensation
matter." The respondent had no prior discipline during his 40 years of
practicing law.

In In re Verett, 07 SH 105, M.R. 22567 (Sept. 17,
2008), cited by the Respondent, the respondent intentionally failed to disclose
material facts to a tribunal for the purpose of obtaining a favorable ruling,
and then she knowingly made a false statement to the ARDC. (Hearing Bd. at 37).
The respondent's conduct toward the tribunal was not self-serving and did not
involve a corrupt motive, but rather she "acted out of overzealous
representation that clouded her

PAGE 38:

judgment." Her false statement to the ARDC was self-serving,
but was not planned in advance. Rather, "on the spur of the moment [she] acted
to protect herself without thinking about the wrongfulness of making a false or
misleading statement to the ARDC." Finally, the respondent recognized she made
serious mistakes, was apologetic, and she her conduct was "a slap in the face to
the Illinois Judiciary." (Hearing Bd. at 37-38). The respondent was suspended
for 90 days and was required to successfully complete a professionalism course
within six months.

In In re Cosgrove, 01 CH 76, M.R. 19629 (Sept. 27,
2004), cited by the Administrator, a censure was imposed. The respondent was an
assistant state's attorney assigned to a courtroom that had a call of about 200
misdemeanor and traffic cases each day. Prior to a call, the judge presiding
told the respondent that a judge friend had called about a certain case on the
call, the Cress overweight truck matter, and asked the respondent to "look at
the case and see what he could do, SOL it or whatever." When the Cress case was
called, the respondent stated, falsely, "I don't think I'm going to be able to
meet my burden of proof in this matter, Motion State SOL." The judge granted the
motion. In mitigation, the respondent had a "limited opportunity to reflect on
the proper course of conduct and determine how to respond" to the judge; the
misconduct was an isolated act; he had no prior discipline; he acknowledged his
misconduct and expressed remorse; and his misconduct "already had a significant
adverse impact upon him." (Review Bd. at 13-14). Unlike in Cosgrove, the
Respondent in the case before us had ample opportunity to reflect on her actions
over the 17 months in which she exchanged ex parte e-mails with Teague.

In In re Bemis, 938 P.2d 11201 (Ariz. 1997), cited by
the Administrator, the attorney represented a party in a domestic relations case
and his motion to vacate a judgment was denied. When opposing counsel failed to
draft the order for the court, the respondent did so. The order he prepared went
far beyond the court's rulings, and "was sarcastic in tone and worded to make
the

PAGE 39:

judge look bad." When the judge refused to sign the order,
the respondent attempted to speak with the judge ex parte. In a separate
case, the respondent also sought to speak with a judge ex parte after the
judge issued a certain order. It was found that the respondent's attempts to
speak with the judges ex parte were "negligent rather than knowing." The
respondent thought, incorrectly, "that ex parte communications are
improper only when their purpose is to gain an unfair advantage." It was also
found that the respondent's preparation of the proposed order was "negligent,
careless, and sloppy, but not intentional." The respondent was not previously
disciplined, but "still fails to recognize the wrongful nature of his conduct."
The respondent was censured and placed on probation for one year, with
conditions that he attend a professionalism course and work with a practice
monitor.

In In re Ragatz, 429 N.W.2d 488 (Wis. 1988), also
cited by the Administrator, the respondent had ex parte communications
with a judge in a pending case. In doing so the respondent made a conscious
effort not to include opposing counsel and "intended to affect the outcome of a
proceeding." A suspension of 60 days was imposed.

In In re Wilder, 764 N.E.2d 617 (Ind. 2002), also
cited by the Administrator, the respondent had a conflict of interest when he
represented a certain client and, in a separate case, had an impermissible ex
parte meeting with a judge. A suspension of three days was imposed.

After considering the nature of the Respondent's misconduct,
the aggravating and mitigating factors, the cases discussed above, and the
purpose of the disciplinary system, we conclude that a suspension is necessary
to safeguard the public and to maintain the integrity of the legal profession.
We also believe it is necessary for the Respondent to successfully complete a
professionalism course.

PAGE 40:

Therefore, we recommend that the Respondent, Caryn H.
Nadenbush, be suspended from the practice of law for a period of 90 days and be
required to successfully complete the Attorney Registration and Disciplinary
Commission Professionalism Seminar within one (1) year of the entry of the
Supreme Court's final order of discipline.

Respectfully Submitted,

Leo
H. Konzen
Randall B. Rosenbaum
Albert O. Eck, Jr.

CERTIFICATION

I, Kenneth G. Jablonski, Clerk of the Attorney Registration
and Disciplinary Commission of the Supreme Court of Illinois and keeper of the
records, hereby certifies that the foregoing is a true copy of the Report and
Recommendation of the Hearing Board, approved by each Panel member, entered in
the above entitled cause of record filed in my office on July 6, 2012.

Kenneth G. Jablonski, Clerk of the
Attorney Registration and Disciplinary
Commission of the Supreme Court of Illinois